Baby In Disguise
by CrimsonAngel22
Summary: Remus Lupin has a hard time teaching at Hogwarts, but one certain Gryffindor may help him through that. AU Third Year. Rated M for later chapters. Better than it sounds, give it a chance!
1. Emmeline Peterson

**{ Inspired by the song "Don't Stand So Close to Me." (Glee) I do not own Remus Lupin or any HP characters. Only Emmeline and Mai. }**

He was so worn out by the time that the new Seventh Years entered his Defense Against the Dark Arts classroom that he barely acknowledged them. They were buzzing with excitement, happiness and youth. The incessant chatter made his ears ring, but Professor Remus Lupin pointedly ignored it. It was only his second day as a Hogwarts professor and he could barely cope. Raising his hands in the air, the haggard professor tried in vain to quiet the Seventh Year Gryffindors. The Seventh Year Slytherins were not as talkative, but instead glared at Remus with undisguised contempt. Once all the students were quiet and somewhat attentive, he began his lesson.

A small girl, who sat at the front of the classroom, watched her professor as he taught. She leaned forward in her seat, her Gryffindor emblems on full display, to scribble down notes. If one were to watch her, they would notice how the young girl hung onto every word that left the man's mouth. She watched with transfixed brown eyes as her professor brushed closer to her desk. He was standing right in front of her now, looking down directly at her. She had to keep her head down in fear that he would see the blush that painted her pale cheeks.

"Perhaps you know the answer, Miss…" He trailed off at the end of his sentence, requiring her name.

"Emmeline Peterson, sir," She supplied quickly, a shy smile now working its way onto her face.

"Miss Emmeline," He replied in confirmation, giving the girl a tired smile.

It had taken her only a few seconds, but Emmeline supplied him the correct answer. Gryffindor was rewarded with five points. Professor Lupin's smile widened, pleased that at least one student had been paying attention. He often dreaded that the majority of his classes would ignore every word that he uttered. It certainly wouldn't surprise him; the Marauders were known for daydreaming during classes during their days. However, this girl- Emmeline Peterson- had given him a little hope that his teaching wouldn't be in vain.

Emmeline squirmed in her seat happily, beaming. Professor Lupin moved on to other students in the class, but she noticed that his light brown eyes would drift back to her now and again. It made butterflies flutter in the pit of her stomach to know that she had made a lasting impression on her professor. She couldn't believe how stupid she was acting! Professor Lupin was _just_ a professor, like Professor Snape or Professor Flitwick. Still, there was something about the younger professor that made the girl eager to please him.

He knew he was just being silly. Yes, Emmeline was watching him intently as he spoke, but that was only because he was her professor. Of course- she was his star pupil, at least, for today. She had to watch him, just like everyone else. But there was something about her that kept making his gaze stray back over to her, if only to make sure he was still the center of her attention. Her gaze was deeply honest, he saw no sign of malice or contempt, and it pierced Remus like arrows.

"Don't forget to write a three page essay on today's lesson," Remus reminded his class as he dismissed them.

He turned back to his own desk to shuffle papers and gather belongings. It was then that he felt a presence behind him. He glanced over his shoulder and met the large doe eyes of Emmeline. She was standing in front of his desk, wringing her hands shyly as she waited for him. Curious as to why she had stayed behind; the professor turned and gave her his full attention.

"Um, Professor Lupin," She stammered hesitantly, her cheeks flushing cutely, "I was wondering if I could come to you after class for extra help."

She was standing so close now that Remus could smell her sweet perfume. A faint trace of daisy mixed with her natural rose-smelling skin. His werewolf sense heightened the smell considerably and the sweet smell made the animal within him stir.

"Extra help?" He struggled to keep his voice controlled, "I thought you were the best student in class today."

"Oh no," Emmeline looked down at her feet, her caramel colored hair falling into her eyes, "Not a lot of help; just for a few things."

He wasn't quite sure what she would need help with. She seemed to do more than adequate in everything, but who was he to deny her help?

"I'll do my best to help you, Emmeline," He offered her a smile, "Tonight, after dinner, in my office then?"

Her face lit up like a young child's on Christmas morning. She hugged her books to her chest and nodded vigorously.

"Thank you Professor Lupin!" She exclaimed before dashing off to her next class.

He watched the young girl bounce off, smiling at her childlike enthusiasm. Despite being seventeen, Emmeline radiated innocence. Everything from her wide smile to her curious eyes seemed untouched and pure. There weren't many girls who possessed the ability to stay sweet and kind for most of their lives. He hoped that she was able to hold onto her innocence for a while.

Emmeline was so ecstatic that even Professor Snape's somber tones couldn't dampen her feelings. She had burst into Potions late, causing a scene that resulted in Gryffindor House losing points. But Emmeline didn't care. She was meeting with Professor Lupin after dinner! Granted, it was for more schoolwork, but now she didn't have to share her professor with a whole class of students who didn't appreciate him the way she did. She quietly rejoiced her good luck.

Mai Ilee, Emmeline's best friend since childhood, peered curiously at her friend. She could tell that Emmeline was excited about something, although she had no idea what. She crossed her arms, a little put out that her best friend would keep secrets from her. Emmeline caught Mai's eye, silently promising to explain everything when she got the time. Mai gave her a subtle nod.

"Okay, spill," Mai demanded before Emmeline could even open her mouth.

The doe eyed girl laughed good-naturedly. She knew her best friend would want to know every single detail in full description.

"Before you jump to any dramatic conclusions," She giggled, "It's nothing that you'll find important."

Mai looked doubtful, "So just tell me already!"

"It's just that I'm going to Professor Lupin's office for extra help," A pink blush painted her cheeks even as she said the words.

"O-o-okay?" Mai raised an eyebrow, looking at Emmeline uncertainly, "And you are happy about that because…?"

Emmeline sighed; she knew Mai just wouldn't understand the way she did. Even her best friend could be as oblivious as the rest of the student body.

"I'm just happy about it, okay?" She struggled to make her friend see, but Mai still stared at her with a confused expression.

"Let me get this straight: You are happy that you are struggling in class and have to see the professor outside of class?" Mai spoke slowly, deliberately.

"To put it bluntly, yes," Emmeline nodded, "But I'm not really struggling; I only have a few questions to ask him."

"But you could've asked him in class!" Mai threw her hands up in the air exasperatedly.

"I didn't get a chance to!" Emmeline shot back. This argument was going nowhere. Emmeline couldn't explain why she was so excited. Being with Professor Lupin didn't feel like being with other professors. It didn't feel like a burden and it didn't bother her. It just felt natural, like breathing.

In Mai's eyes, Emmeline was being ridiculous. Even though she had always loved school, Emmeline never looked forward to after class help. But suddenly, her best friend was happy as a cat with a ball of yarn. It all seemed a bit fishy. She was about to accuse Emmeline of lying, when realization dawned on her.

"You_ like_ him!" She accused, pointing a manicured finger at Emmeline.

"What?" The doe eyed girl stepped back, her little mouth falling open at the accusation, "What are you talking about?"

"It's so obvious!" Mai cackled brightly, "You like Professor Lupin! That's why you are so excited, to be with him _alone_."

Emmeline could feel her cheeks burning as Mai spoke. That was utterly ridiculous! There was no way that she could like him- at least in that way. Professor Lupin was a _teacher_! The mere idea of it was ridiculous in itself.

"I have no idea what you're talking about," She sputtered indignantly, "I do not like Professor Lupin in that way!"

" 'In that way'?" Mai scrunched up her nose and laughed, "Merlin, Em, what are we? Five?"

Emmeline didn't respond to Mai and instead walked faster. The pair was actually headed for dinner in the Great Hall. She had chosen to tell her friend then, so she didn't have Mai bugging her throughout her classes. Now she was starting to regret telling Mai altogether. She never expected her to accuse her of that!

"Wait! Emmeline, wait!" Mai jogged back next to her best friend, "Look, I'm sorry. You have to admit though, it sounds like you like him. Why else would you be excited only about him?"

Mai nudged her in the ribs and made kissy faces at her.

"It's not like that, Mai," Emmeline insisted, glancing at her, "I just feel really relaxed around Professor Lupin, okay? He's really easy-going and kind. It is a natural feeling."

Mai didn't respond, so Emmeline waved her hand in front of her face, "Hello? Earth to Mai."

The Asian girl smiled, a wicked smile, and said something, but not to Emmeline, "Oh, hello Professor."

Emmeline's head whipped up so fast she was afraid she might get whiplash. Professor Lupin was standing in front of them, his sandy blonde hair messy like usual. She swallowed the lump in her throat. Had he heard what she said about him? She certainly hoped not. She would be mortified beyond belief.

"H-Hello Professor Lupin," She squeaked, ducking her head.

"Hello girls," The DADA professor looked a little sheepish as he spoke to them, "On your way to dinner?"

"Yes, sir, so we should get going!" Emmeline said suddenly, her words rushed and clumsy. She grabbed Mai by the arm and dragged her away, much to her protest.

"What was that for?" Mai hissed as they made it through the doors and out of ear shot.

Emmeline just shook her head and headed for the Gryffindor Table, tears of embarrassment in her eyes.

Had he really heard correctly? Emmeline felt relaxed in his presence. She said so herself. She didn't feel the same about him as she did the other professors. This new information made the haggard professor feel good about himself. He headed towards the Great Hall, happy thoughts buzzing in his head.

**(The ending was a little rushed, but I needed to end it somehow. The after class help with start in the next chapter. Please review and let me know what you think!)**


	2. After Class Help

**{ Ta-daaaaa! I present to you another chapter of Baby in Disguise! }**

"I'm being silly, aren't I?" Emmeline looked at her reflection in the mirror one last time.

The mirror was in the center of the girl's dormitory, for all the girls to share. Emmeline twirled once, twice. She had curled her brown hair so that it framed her face nicely. Her doe-eyes were rimmed in light makeup, only enough to make them stand out a bit. There was faint blush dusted across her round cheeks. She didn't know why she was making such an effort; she was only going for after class help! But being around Professor Lupin made Emmeline want to feel pretty. She fluffed her hair up again and skipped over to her bed, gathering her belongings.

"I want every juicy detail when you get back," Mai drawled, lying sprawled across her own bed.

Her words made Emmeline pause.

"What?" She asked incredulously, giving her best friend her best evil eye.

"Oh come on," Mai rolled her eyes pointedly; "I was kidding."

"Right! Kidding…," Emmeline stammered, forcing a cheerful laugh. The giddy Gryffindor quickly exited the dorm room, clutching her books to her chest.

Emmeline knew Mai was only trying to get under her skin. It was all good-natured fun. She took a deep breath as she left the portrait of the Fat Lady. She bid the lady goodbye, promising to be back before it got too late. She didn't need the portrait squealing to Dumbledore on her. She walked down the corridors, happy and nervous at the same time. She wondered if Professor Lupin even remembered she was coming.

Remus knew he shouldn't be looking forward to a student visiting him after classes. He especially shouldn't be excited over a young _female_ student visiting him. He was her professor, nothing more. So why was he fretting around his office, making sure things were neat and orderly? He was sure that Emmeline didn't care how his personal quarters looked. She was only interested in getting her questions answered and that was all. He sighed heavily. It seemed sad, a professor extremely happy over a student's visit. He was a grown man; he shouldn't need the company of a young girl. Still, Remus found himself growing happier and happier as time went on.

It was around eight o'clock when Emmeline knocked on his door. He welcomed her in with a smile and she graciously returned it. The young girl looked around shyly, obviously not used to being in a classroom alone with a teacher. Remus silently worried that he would make the girl feel uncomfortable, so he chose to sit the furthest away from her as he could.

Emmeline noticed that Professor Lupin distanced himself from her when they sat. Part of her deflated a little. He probably had better things to do than sit here with her. She pursed her lips and pulled her books out, placing them on the desk in front of her.

"What do you need help with, Emmeline?" Professor Lupin asked, trying to keep his thoughts strictly professional.

Emmeline rifled through her papers, keeping her face neutral. When she began to ask her questions, Remus couldn't help but notice that her attitude had changed. She didn't smile or look at him in the same, bubbly way. In fact, she was very blunt and straightforward. Remus answered all her questions kindly, looking to gauge some reaction from her. But Emmeline didn't even crack a smile.

A sharp pang went through Remus as he watched her. Had he done something to upset her? Maybe this was just an adolescent thing. He knew all about mood swings and how they affected students. He used to be one after all. The thought made him pause. Why was he worrying about her so much? He _used_ to be a student, as in, not anymore. She wasn't his to worry about. As much as he told himself to act like her teacher, Remus found himself gently grabbing her arm when she went to stand up.

"Emmeline, is something bothering you? You seem off," He asked softly.

There it is again, Emmeline thought. First Professor Lupin couldn't sit far enough away from her, but now he looked genuinely worried. He was close enough for her to see his light brown eyes had specks of hazel in them and he had only recently shaved his moustache. He had a husky sort of smell, like a dog would, but it wasn't a bad thing. The smell was in fact intoxicating and Emmeline found herself leaning in towards him.

"No…nothing's wrong, Professor," She answered serenely, her gaze trailing down to where his hand curled around her arm.

Her smile was back. That was all Remus could think about. He hated being this close to her. It made his mind foggy and her rose petal scent drove the wolf within him crazy. She was looking at his hand now. He could feel the heat radiating off her even through her sleeve. Everything about this scenario screamed intimacy, but Emmeline did nothing to further it. Remus had met students who would gladly turn a situation into something…risqué. Emmeline wasn't that type. She went about this situation with an innocent curiosity. She had the tentative approach of a newborn fawn. Her large doe eyes only made her seem even more innocent.

"That's good to hear," Remus had to swallow the lump forming in his throat. He let go of her arm, moving his hand to his side.

The spot he touched tingled even after Professor Lupin let go. Emmeline looked away, flustered. These feelings that suddenly flooded her body were new to her. Sure, she had boyfriends before, but she never had any deep feelings for them. They were fun and nice to hang around with, but nothing more. She inhaled quietly and smiled at her professor.

"I'll be sure to let you know if anything does bother me," She promised him softly, blinking.

Remus looked a little caught off guard, but he nodded, "You can tell me anything, don't forget that."

This caused Emmeline's cheeks to flame up cutely and she nodded, "I ought to be going. I don't want the Fat Lady getting suspicious," She stopped and stammered, "N-Not that she has anything to be suspicious about! I mean, I'll just…bye!"

The young girl scampered from the classroom, hair flying out behind her. The professor watched her, both amused and wary. He didn't want Emmeline to act different around him. This would raise suspicions and questions. He would be in a lot of trouble if anyone were to hear his thoughts about his student. They were completely uncalled for, even though she was almost eighteen. He shook his head ruefully, feeling like he was seventeen again. He hadn't felt that young in a long time, and although it was nice, he needed to face reality. He was an adult and she was not. Simply nothing could ever happen. He pushed away from the desk, standing up. All of his bones ached in protest. The full moon was only a few days away and he was beginning to feel the dreadful effects. He was used to his curse, but it was still bad every time. The Defense professor slowly made his way to his office, unhappy and forlorn.

**{Okay, I'm trying my best to make Remus and Emmeline's relationship as innocent as it can get. It's hard because of the age gap, which makes Remus look like a pedophile..But we all know that Moony's intentions are honorable! He would never be a bad person.}**


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